2018 VERTIV CODE OF ETHICS | 1
AT VERTIV, WE ARE COMMITTED TO
DOING BUSINESS IN ACCORDANCE WITH
THE HIGHEST ETHICAL STANDARDS,
AND WE DO THAT THROUGH LIVING OUR
CORE VALUES:
• Acting like an owner
• Assuming positive intent in all employee interactions
• Being passionate about your work
• Challenging yourself in personal development
• Being tireless in exceeding customer expectations
• Assisting others to be successful as a team
• Owning our own mistakes quickly
• Talking with people and not about them
• Creating a culture where people can be their best
Our reputation is everything.
Built from within our walls.
Built one product, one project,
one partner at a time.
It takes years to earn and
a nanosecond to lose.
Because the decision you make
today is the legacy you
leave tomorrow.
2018 VERTIV CODE OF ETHICS | 2
“At Vertiv, we seek to always do business, wherever we
are in the world, in accordance with the highest ethical
standards. We will always do business in a manner
that respects our fellow employees, our customers and
the communities in which we operate. Core to that
principal is our corporate Code of Ethics. The Vertiv
Code of Ethics governs our relationships with all our
stakeholders, both internally and externally. It is
designed to guide all Vertiv employees, officers, and
directors around the world on how we do business.
This Code outlines the actions and behaviors expected
from every person at Vertiv, so that all who interact with
us can consistently rely on our honesty and integrity.”
Rob Johnson
CEO of Vertiv
2018 VERTIV CODE OF ETHICS | 3
CONTENTS
4 About the Code of Ethics
4 Introduction
4 Who must follow the Code of Ethics?
4 Guidelines for applying the Code of Ethics
5 Complying with Applicable Law
6 Integrity of Financial Records
7 Anti-Corruption
9 Gifts, Hospitality, and Entertainment
11 Conflicts of Interest
13 Respecting Human Rights
13 Diversity and Equal Opportunity
13 Safety and Health
13 Harassment
13 Child Labor
13 Forced Labor
14 Protecting the Environment
14 Suppliers
15 Fair Competition
17 Conducting Business Internationally
17 Trade Compliance - International Trade
17 Management
17 Boycotts
18 Export Controls
18 Immigration
19 Protecting Vertiv and Its Property
19 Company Assets
20 Email
20 Information Technology Security
20 Intellectual Property
20 Data Privacy
20 Speaking on Behalf of Vertiv
21 Ethical Standards in Government
Contracting
21 Sensitive Information
21 Consultants and Agents
21 Avoidance of Gifts and Gratuities
21 Contract Performance Requirements
21 Charging of Costs to Government Contracts
22 Contract Negotiation
22 Classified Documents
22 Political Payments
22 Employment of Current and Former
Government Employees
24 Other Requirements
23 Company Responsibilities
23 Your Responsibilities
23 Responsibilities of Management
24 How to Obtain Assistance or Report a
Concern
24 No Retaliation
25 What to Expect When You Ask a
Question or Report a Concern
25 Cooperation with Investigations
2018 VERTIV CODE OF ETHICS | 4
ABOUT THE CODE OF ETHICS
Introduction
The purpose of this Code of Ethics is to guide all Vertiv employees, officers, and directors around the world on
how we do business. This Code outlines the actions and behaviors expected from every person so that all
who interact with Vertiv can consistently rely on our honesty and integrity. It is not intended to address every
ethical question, but rather to guide you in making ethical business decisions on a daily basis.
Who must follow the Code of Ethics?
Every employee, officer, and director has the personal responsibility to read, understand, and comply with this
Code of Ethics. All subsidiaries, affiliates, and other entities in which Vertiv has an ownership interest is
required to comply. Further, this Code applies equally to third parties engaged to assist or render services for
or on behalf of Vertiv. We do not allow third parties to do something on our behalf that we are prohibited from
doing ourselves.
Guidelines for applying the Code of Ethics
This Code of Ethics does not describe every business practice or answer every business question. Each
individual is expected to rely on her or his own judgment to apply the principles in this Code to a particular
situation. In an instance where you are uncertain as to the right action to take, be sure you can answer “yes”
to the following questions:
• Is the action consistent with Vertiv’s values of honesty and integrity?
• Will my action protect and further Vertiv’s reputation as an ethical company?
• Am I comfortable with my decision if it were public for the world to see?
2018 VERTIV CODE OF ETHICS | 5
COMPLYING WITH APPLICABLE LAW
Vertiv respects and adheres to the laws, rules, and regulations that apply to its activities around the world. As
a representative of Vertiv, you are required to comply with all applicable laws, rules, and regulations wherever
we do business. Neither perceived pressure from your manager nor demands due to business conditions
excuse you from complying with all applicable laws, rules, and regulations.
As a United States corporation, Vertiv is subject to, and must comply with, United States laws. Vertiv is also
subject to the laws of other countries where we do business. As you conduct business on behalf of Vertiv, it is
important that you are aware of and understand the local laws that apply to your activities, as well as how you
might be affected by the laws of other jurisdictions. Please always seek assistance from your manager or the
Vertiv legal department if you have any questions about applicable laws or have encountered a conflict among
such laws.
While doing business on behalf of Vertiv,
you discover that a local law or legal
requirement conflicts with a United States
law or Vertiv corporate policy. What should
you do?
You should seek assistance from your manager
or the Vertiv legal department.
You discover that a supplier to Vertiv has
misrepresented the percentage of locally
sourced content to meet government
requirements. What should you do?
You should bring the matter to the attention of
the responsible Vertiv procurement manager. If
the matter is not resolved or the conduct is
repeated, you should report your concern as
described in this Code of Ethics.
In your role as distribution manager, you
notice that a Vertiv shipment is to be
delivered to a sanctioned country in violation
of United States export control laws. What
should you do?
You should stop the shipment and investigate
the error. If you discover wrongdoing or an
ethical violation, you should report your concern
as described in this Code of Ethics.
FAQs ?
2018 VERTIV CODE OF ETHICS | 6
INTEGRITY OF FINANCIAL RECORDS
Vertiv is committed to maintaining accurate and
complete financial and other business records and
communicating complete, fair, accurate, and timely
financial results and other material information.
Our customers and business partners rely on us to
record and report accurate financial information. In
representing Vertiv, you must never misrepresent
financial records or operating performance.
Likewise, you must never enter information in the
company’s books or records which intentionally
hides, misleads, or disguises the true nature of any
transaction, result, or balance. You must always
adhere to the law and generally accepted
accounting principles.
Responsibility for maintaining accurate books and
records is not solely a role of the finance and
accounting department. We all have a duty of
honesty when dealing with financial records,
including expense reports and sales transactions.
Falsifying an expense report, even for a small
amount of money, is fraud and theft and may result
in disciplinary action, including termination of
employment and criminal prosecution.
The integrity of Vertiv’s financial records is critical.
No employee shall take any action to fraudulently
influence, coerce, manipulate, or mislead the
company’s accountants or consultants engaged in
the performance of an audit of the company’s
financial records for the purpose of rendering the
resulting financial statements materially misleading.
What are some examples of Vertiv business records?
Examples of business records include the following, which may be in paper or electronic form:
• financial records
• work hour time sheets
• expense reports
• product information and data sheets
• product test reports
• environmental, health, and safety reports
What are the consequences of creating false business records?
Creating false business records can lead to disciplinary action, including termination of employment. Further, such
behavior can damage Vertiv’s business reputation and result in civil or criminal liability for the company and the
responsible employee.
What should I do if I identify an employee falsely reporting business results or otherwise creating false business
records?
You should report your concern as described in this Code of Ethics. If you are not comfortable raising the issue with your
manager, you can report your concerns anonymously to the Vertiv global ethics hotline. Depending on the circumstances,
the Vertiv human resources and legal departments can investigate the matter without disclosing your involvement.
FAQs ?
2018 VERTIV CODE OF ETHICS | 7
ANTI-CORRUPTION
Corruption diminishes the public’s trust, impedes fair trade, and threatens economic and social development
worldwide. Many countries have enacted anti-corruption laws, such as the United States Foreign Corrupt
Practices Act, the United Kingdom Bribery Act, and the Brazil Clean Company Act 2014 (Law No. 12,846).
These laws prohibit companies and individuals from using bribes, kickbacks, or other corrupt actions to obtain
business or improper competitive advantage. Vertiv is committed to conducting its business in compliance with
all applicable anti-corruption laws.
Bribes, kickbacks, and other corrupt payments are prohibited worldwide. Vertiv employees, officers, and
directors are prohibited from directly or indirectly offering, giving, soliciting, or receiving any form of bribe,
kickback, or other corrupt payment, or anything of value, to or from any person or organization, including
government agencies, individual government officials, private companies, or employees of those private
companies under any circumstances. This prohibition applies worldwide, with no exception to perceived
customs, local practices, or competitive conditions. Further, this prohibition applies equally to any person or
company acting on Vertiv’s behalf, such as sales agents, distributors, representatives, service providers,
contractors, suppliers, and joint venture partners.
Failure to comply with applicable anti-corruption laws may result in criminal, civil, and regulatory penalties for
both Vertiv and the individuals involved. Additionally, Vertiv employees, officers, directors, contractors, and
third parties found to have violated such laws will face disciplinary action, up to and including termination of
employment or contract.
What is a bribe?
A bribe is money or anything else of value offered or
given illegally or unethically to influence the judgment or
conduct of a person or to cause a desired outcome or
action. The bribe or “anything else of value” does not
need to be of a large value. Something as simple as a
lunch or an invitation to a sporting event can be
construed as “anything of value”. The following may
constitute a bribe:
• cash
• gifts
• entertainment, meals, or travel
• training
• business opportunity
• employment
• personal discounts or credits
• assistance to or support of a family member of a government official
• political or charitable contribution
FAQs ?
2018 VERTIV CODE OF ETHICS | 8
What is a kickback?
A kickback is a category of bribe. It is money or
anything else of value that is offered or given to
improperly obtain or reward favorable treatment in
connection with a transaction. An example of a
kickback is where a parts supplier bidding on a
contract to sell parts to Vertiv agrees to pay the
Vertiv procurement manager a portion of the
money the parts supplier will receive from Vertiv
under the contract in exchange for the Vertiv
procurement manager awarding the contract to the
parts supplier.
Can Vertiv be held responsible for the acts of a
distributor or sales agent?
Yes. Giving gifts or other things of value to
corruptly influence business decisions is bribery,
and it is against the law. Working through a third
party, such as a distributor or sales agent, does not
make bribery any less criminal or any more
acceptable. Vertiv can be in violation of anti-
corruption laws in a situation where Vertiv should
have been aware of bribery by a third party, such
as a distributor or sales agent.
Are employees of a company that is wholly or
partially owned by the government considered
government employees?
Yes. The definition of “government official” is
broad and includes employees of companies
owned or controlled by the government. This is
particularly important in countries where the
government maintains ownership or control of
companies in certain industries, such as Chinese
government ownership in some telecom
companies.
You would like to engage a sales agent in a
territory where corruption is known to be
widespread. What should you do?
Vertiv conducts reasonable due diligence prior to
engaging third parties to act on Vertiv’s behalf.
The third party must have the skills, talent, and
resources to perform their obligations and to act
with integrity and consistent with this Code of
Ethics. Contact the Vertiv legal department for
assistance before you engage a third party to
conduct business on Vertiv’s behalf.
You hear a rumor that one of Vertiv’s
distributors may be engaging in corrupt
business practices. What should you do?
You should report your concern as described in this
Code of Ethics. Pay attention to allegations or
rumors of corrupt behavior. Vertiv can be held
liable for the conduct of its distributors or other third
parties even if Vertiv did not approve of the conduct
or know it was occurring.
A supplier offers you cash if you speed up the
supplier approval process. What should you
do?
You should politely decline the offer and report the
attempted kickback to your manager.
2018 VERTIV CODE OF ETHICS | 9
GIFTS, HOSPITALITY, AND ENTERTAINMENT
The giving and receiving of business gifts and
entertainment on a modest scale is a normal part of
building goodwill and strengthening working
relationships with suppliers, customers, and other
third parties. However, before you give or receive
anything of value, first confirm what is permitted by
local law and the other party’s practices. In many
cases, there are strict laws or policies against
giving or receiving any form of gift or hospitality,
especially where government officials are involved.
What is appropriate as a gift will vary widely by the
circumstances, but it is critical to avoid even the
slightest appearance of improper behavior. Vertiv
prohibits the giving or receiving of cash, gift cards,
vouchers, or other gifts that
might appear to be lavish or inappropriate under
the circumstances. As a general rule, Vertiv
employees may offer or accept gifts as long as the
gift is lawful and it:
• does not create the appearance or
obligation that the person or party giving the
gift is entitled to any advantage or
preferential treatment in exchange for the
gift;
• would not embarrass Vertiv or the other
party if disclosed publicly;
• complies with requirements imposed by
local management, if any; and
• is approved and disclosed as required by
Vertiv’s gift and hospitality policy.
2018 VERTIV CODE OF ETHICS | 10
Individuals in positions of offering or accepting
entertainment must familiarize themselves with
applicable laws. Entertainment involving Vertiv
employees, officers, or directors must:
• be infrequent;
• comply with applicable law;
• be in good taste and occur at a venue
appropriate for business;
• be reasonable and appropriate in the
context of the occasion;
• not be a bribe, kickback, or other illegal,
improper, or unethical behavior;
• not create the appearance that Vertiv or the
other party is entitled to preferential
treatment; and
• be approved and disclosed as required by
Vertiv’s gift and hospitality policy.
If you don't know whether you should accept a
gift or entertainment, please ask your manager,
business unit ethics officer, or the Vertiv legal
department. If it would be offensive to refuse,
and the value of the gift or entertainment is
significant, these contacts will help determine
the best way to protect you and Vertiv from the
appearance of any inappropriate conduct.
Are there any unique laws or rules that apply if the third
party is a government entity or official?
Yes. Offering a gift or entertainment to a government
official or employee of a government-owned entity is subject
to complex laws and regulations. Before offering or
receiving any gift or entertainment in such a scenario, first
seek guidance from the Vertiv legal department. See page
21 (“Ethical Standards in Government Contracting”) for
more guidance regarding interactions with government
officials.
Is it appropriate to ask a supplier to take me to a
sporting event?
No. It is never appropriate to ask for gifts or entertainment
that benefit you personally, regardless of value.
Is it appropriate to attend a sporting event if invited by
a supplier?
Yes, if attending the event complies with the rules described
in this Code of Ethics, is of reasonable value, is consistent
with normal industry practices and local laws, and if you and
the supplier both plan to attend the event for a business
purpose.
Part of my job involves event planning and I am often
scheduling events with hotels and other venues. A
hotel offered me a free room for one night just for
myself so that I can evaluate the facility for an
upcoming Vertiv business event. May I accept?
Yes. The hotel is offering the free room just for yourself for
a limited period of time in furtherance of a legitimate
business purpose.
What if the hotel mentioned above offered me a free
room for me and my family for a weekend as a courtesy
for Vertiv’s business. May I accept?
No. Accepting the free room for yourself and your family
could appear to be an attempt by the hotel to influence your
business decisions. The free room is not being offered in
connection with a legitimate business purpose. You should
politely decline the hotel’s offer.
FAQs ?
2018 VERTIV CODE OF ETHICS | 11
CONFLICTS OF INTEREST
It is your responsibility to avoid relationships and conduct that could create actual or apparent conflicts
between your personal interests and your loyalty to Vertiv. You may not use your position with Vertiv to obtain
improper benefits for yourself or others. You also may not compete with Vertiv in any manner.
A conflict of interest can occur when you or someone you know could profit at the expense of Vertiv. For
example, it would be a conflict of interest for you to cause Vertiv to pay more than it should for supplies from a
distributor that you own or that is owned by one of your friends or close relatives.
Conflicts of interest are not always easy to spot and individual situations vary. Common types of conflicts
include you or any of your immediate family members obtaining an ownership interest in a business that is a:
• supplier or service provider to Vertiv;
• competitor of Vertiv;
• a customer of Vertiv; or
• a partner of Vertiv.
You must disclose actual or potential conflicts of interest to your manager or your business unit’s ethics official.
You must also disclose such conflicts on Vertiv’s annual conflict of interest questionnaire. Actual conflicts of
interest need not be present for a problem to arise. The mere appearance of a conflict must be avoided. If you
are unsure about what you may or may not do, please seek assistance from your manager or Vertiv’s legal
department.
Our approach to conflicts protects you and Vertiv. All reported potential conflicts will be evaluated by Vertiv’s
ethics committee, which will determine whether a conflict exists that is potentially damaging to the company or
a violation of law. Vertiv may be in a position to make adjustments or put controls in place to avoid any real or
perceived conflict. For example, if you identify a potential conflict in the selection of a supplier, Vertiv may
require a different Vertiv employee to evaluate the supplier to eliminate any actual or perceived conflict of
interest.
You attend a confidential meeting and learn that
Vertiv is considering acquiring a company. May
you use that information to buy stock in that
company?
No. Such action could constitute a conflict of interest
and may be a violation of law.
May I hire a relative or close personal friend to work
for Vertiv in my business unit?
No, not independently. This would constitute an actual
or apparent conflict of interest. Before hiring the
individual, you should bring the matter to the attention
of your manager or Vertiv’s human resources or legal
department. There may be a solution available to avoid
any potential conflict, such as appointing an
independent hiring committee or employing the
individual in a different business unit of Vertiv.
FAQs ?
2018 VERTIV CODE OF ETHICS | 12
You are a procurement manager and your spouse is
hired by one of your suppliers. What should you
do?
You should disclose the possible conflict of interest to
your manager so that appropriate action is taken. There
may be steps Vertiv can take with your cooperation to
avoid actual or apparent conflicts of interest.
May I serve on the board of directors for a company
that is not a competitor of or supplier to Vertiv?
As a Vertiv Employee, you may not serve on the board
of directors or similar governing body for any company
without first receiving permission from the president of
your business unit. Employees of the corporate office of
Vertiv must receive permission from the Chief
Executive Officer or Ethics Committee of Vertiv.
2018 VERTIV CODE OF ETHICS | 13
RESPECTING HUMAN RIGHTS
Corporate social responsibility is a principal value of Vertiv and is integral to the way we conduct business
worldwide. We respect the dignity and human rights of individuals and require that our suppliers and business
partners do the same.
Diversity and Equal Opportunity
Vertiv values different ideas and points of view and
seeks to sustain a culture of inclusion and diversity.
Vertiv is committed to promoting equal
opportunities for all with respect to hiring, terms of
employment, mobility, training, compensation, and
occupational health, without discrimination as to
age, race, color, religion, creed, sex, marital status,
sexual orientation, gender identity, genetic
information, citizenship status, national origin,
protected veteran status, political affiliation, or
disability. Employment decisions must be based
only upon the needs of Vertiv, the requirements of
the position, and the qualifications of the individual.
Vertiv has a very diverse global work force, but we
are always looking for opportunities to increase that
diversity. You may help by expanding the diversity
of candidate pools, being open and welcoming to a
variety of different points of view and backgrounds,
and providing accommodations for those
differences where appropriate.
Safety and Health
Protecting employee safety and health is a core
value at Vertiv and our programs extend beyond
mere compliance with laws and regulations. Our
business units are required to have strong safety
and health programs that include physical machine
safety, procedural safety, training, audits, corrective
actions, reporting, and awards. It is against Vertiv
policy for any person to work in unsafe conditions
or in an unsafe manner.
Please inform your manager about any safety,
health, or other work environment concerns, or
contact the Vertiv global ethics hotline, whichever
approach is most effective and comfortable for you.
Harassment
Vertiv strictly prohibits harassment, bullying, and
abusive behavior of any kind. Sexual harassment
is specifically prohibited. Although legal definitions
of “harassment” may differ, Vertiv considers it to
include any form of unwelcome conduct toward
another person that has the purpose or effect of
creating an intimidating, hostile, or offensive work
environment for that person. Vertiv will not tolerate
any such conduct, regardless of whether a
harassment claim is enforceable under local law.
If you or someone else you know has faced or is
facing harassing behavior, report this immediately
to your manager, the local Human Resources
department, or any of the points of contact
identified in the How to Obtain Assistance or Report
a Concern section of this Code of Ethics (page 24).
Child Labor
Vertiv will not employ child labor and seeks to
comply with local law regarding all age and hour
restrictions, and we expect and demand that our
suppliers do likewise.
Forced Labor
Vertiv prohibits, both for itself and its suppliers, the
use of any indentured or forced labor, slavery, or
servitude, and is committed to complying with all
applicable anti-slavery and human trafficking laws
and regulations.
2018 VERTIV CODE OF ETHICS | 14
Protecting the Environment
Vertiv is committed to caring for the environment and respecting the communities where we do business. This
requires that we act in a respectful manner toward our environment, meeting or exceeding the requirements
set by applicable environmental laws and regulations. To the greatest extent practicable, Vertiv seeks to avoid
negative impacts to soil, air, and water resources and to the communities in which we operate.
Suppliers
Through its Supplier Code of Conduct, Vertiv requires that its suppliers abide by the principals of human rights
described above. Further, Vertiv selects suppliers that will promote safety and protect the environment by
working with us to develop sustainable products and solutions for our customers.
My manager seems to favor
certain members of my team
because they share the same
religion. What can I do?
We recommend that you first try
to address your concerns directly
with your manager. However, if
you are uncomfortable doing so,
we encourage you to seek
assistance from the Vertiv
human resources department.
How does diversity benefit
Vertiv?
Individual perspectives lead to
innovative ideas and a more
complete decision-making
process. Vertiv succeeds by
recruiting the very best
employees from the global,
cross-cultural talent-pool, and
our inclusive culture promotes
the best from each member of
our team.
What should I do if I suspect
that a supplier is employing
child or slave labor?
Vertiv prohibits its suppliers
from employing child or slave
labor. You should immediately
notify the responsible
procurement manager or
contact the Vertiv global ethics
hotline.
FAQs ?
2018 VERTIV CODE OF ETHICS | 15
FAIR COMPETITION
Vertiv will succeed by its employees, officers, and
directors living by the Vertiv core values. We will
not engage in unethical or illegal trade practices.
Dealing fairly, equally, and openly with suppliers
and customers, as well as competing aggressively
and independently, are essential to Vertiv’s
success.
With respect to competitors of Vertiv, you may not:
• discuss directly with a competitor of Vertiv
any pricing or product information, such as
manufacturing cost, production capacity,
product roadmaps, bidding practices, or any
nonpublic business information of Vertiv;
• use any improper means to obtain a
competitor’s confidential information or
trade secrets;
• knowingly use a competitor’s confidential
information or trade secrets without express
written permission from such competitor;
• use negative selling techniques, such as
disparaging competitors by using false
statements; or
• use tactics to eliminate competition in
markets where Vertiv is a leader, such as
selling below cost.
You may not undertake certain other activities
without the express permission of the Vertiv legal
department, including:
• negotiating with competitors regarding
potential mergers, acquisitions, joint
ventures, partnerships, or teaming
agreements;
• benchmarking or standard-setting activities
with competitors; and
• exchanging of confidential information with
competitors.
Employees with direct contact with suppliers or
customers, as well as employees engaged in trade
associations, benchmarking, or standards
organizations, need to be especially aware of
antitrust and other trade laws and regulations.
Such laws and regulations are complex and you
are expected to raise any questions or concerns to
the Vertiv legal department.
Failure to follow applicable laws and company
policies may result in criminal penalties including
jail sentences and/or fines and loss of employment.
If you encounter any situation that you believe may
constitute an unethical or illegal trade practice,
contact the Vertiv legal department.
2018 VERTIV CODE OF ETHICS | 16
My friend works for one of our competitors. In casual conversation, may I
ask him about his company’s upcoming products or views on the market?
No. Avoid conversations or activities with competitors, including family and
friends, that are, or could be, perceived as improper or that could lead to
allegations of anti-competitive activity. Even casual conversations between
friends could constitute evidence of collusion between competitors to illegally
harm competition.
I have found information regarding one of our competitors in an article
available on a public website. May I use this information for the benefit of
Vertiv?
Yes. Collecting information that is publicly available is appropriate when done
professionally and lawfully.
One of our competitors has a protected website available only to its
customers that provides them with product and service information. May I
try and gain access to the site to collect information on the competitor?
No. Obtaining product or service information by misrepresenting yourself or
your intentions is a violation of this Code of Ethics and potentially unlawful.
A new Vertiv employee used to work for a competitor. May I ask him about
the competitor’s marketing strategy for their upcoming products?
No. Unless the competitor’s marketing strategy is public information available
on the competitor’s website or elsewhere, it is likely the competitor’s confidential
information. Obtaining the competitor’s confidential information, even from a
person that is currently a Vertiv employee, is unethical and potentially unlawful.
I am attending a trade show that Vertiv’s competitors are also attending.
During a break-out session the conversation turns to pricing and how to
stabilize pricing in the market. What should I do?
Such a conversation could constitute evidence of collusion among competitors.
You should announce that the discussion is inappropriate among competitors
and immediately exit the room. You should also contact the Vertiv legal
department and report the incident.
FAQs ?
2018 VERTIV CODE OF ETHICS | 17
CONDUCTING BUSINESS INTERNATIONALLY
Employees of Vertiv worldwide, irrespective of geographic location, must comply with the laws of the United
States, as well as local laws, rules, and regulations. Such laws include foreign exchange controls, custom
duties, and value added taxes, among others. If you have any questions about applicable law or potential
conflicts between local law and United States law, please contact the Vertiv legal department. No action is to
be taken without such legal consultation.
Trade Compliance – International Trade
Management
The International Trade Management (ITM)
function of Vertiv is the designated team charged
with compliance oversight of import/export activity
and has final authority on such matters.
Each Vertiv business unit has a trade compliance
officer and each work site has a trade compliance
coordinator trained in this area of the law. Make
sure you know the rules that apply to the products
and technology you work with and strictly follow
those rules in all cases. Should you have any
questions, please contact the ITM team.
Boycotts
United States antiboycott laws and regulations
prohibit Vertiv entities, whether based in the United
States or outside the United States, from complying
with a request to support, give effect to, or comply
with a boycott of any country that is contrary to the
laws or policies of the United States, including the
Arab League boycott of Israel. Vertiv must reject
any such request and, in some cases, is required to
report receipt of the request to the relevant
government agency. Vertiv personnel who become
aware of a boycott-related request from a customer
or other third party should immediately notify ITM
and not respond to the request without ITM
guidance.
What are some examples of boycott requests?
Examples of impermissible boycott language that could be contained in contracts, orders, or other
documents include the following:
• “In the case of overseas suppliers, this order is placed subject to the suppliers being not on the Israel boycott list published by the central Arab League.”
• “Goods of Israeli origin not acceptable.”
• “A signed statement from the shipping company stating the name, flag and nationality of the carrying vessel and confirming that it is permitted to enter Arab ports.”
• “Do you have or ever have had a branch or main company, factory, or assembly plant in Israel or have sold to an Israeli?”
• “The Contractor shall, throughout the continuance of the contract, abide by and comply in all respects with the rules and instructions issued from time to time by the Israel Boycott Office in Iraq.”
• “The bill of lading shall bear a note that the vessel delivering the cargo is not on the "Black List" and does not call at Israeli ports.”
• “We hereby certify that the beneficiaries, manufacturers, exporters and transferees of this credit are neither blacklisted nor have any connection with Israel, and that the terms and conditions of this credit in no way contravenes the law pertaining to the boycott of Israel and the decisions issued by the Israel Boycott Office.”
FAQs ?
2018 VERTIV CODE OF ETHICS | 18
Export Controls
It is our policy that all Vertiv businesses, including those organized and operating outside of the United States,
will comply with United States export controls and sanctions laws and regulations as if located in the United
States and operating as a United States person. Further, it is our policy to comply with the export controls and
sanctions laws and regulations of other countries, when and as applicable to Vertiv and when not in conflict
with United States laws and regulations.
Export controls must be considered as a core element to all Vertiv business activities, including business
development, sales, order entry, procurement, research and development, production, logistics, human
resources, and network security. To assure Vertiv’s compliance with applicable law and our policies, you must
also determine whether hardware, software, or technical data received from third-parties, including from
governments, may trigger export control requirements. If you do not understand how export controls apply to
your function, please ask your supervisor or contact ITM.
Immigration
Without exception, Vertiv requires strict compliance with all immigration laws. It is unacceptable for employees
to travel and work under the wrong visa or work permit. Further, completing paperwork with false information
may be a criminal offense that can result in criminal charges and denial of future visas and work permits.
Immigration laws are complex. To protect yourself and Vertiv, please request assistance from the Vertiv legal
department or an immigration expert on how to fully comply with applicable immigration laws.
I need to send United States government-controlled technical data to Vertiv employees who are not United States
citizens, but are currently present in the United States. May I email the documents to them?
No. You must first confirm that the Vertiv employees are authorized to receive the technical data. You should contact your
trade compliance officer or the Vertiv legal department for assistance.
2018 VERTIV CODE OF ETHICS | 19
PROTECTING VERTIV AND ITS PROPERTY
You have an obligation to protect and use Vertiv’s assets appropriately and for company purposes. Likewise,
Vertiv has an obligation to properly maintain the confidentiality of nonpublic information and personal data of its
employees and others entrusted to the company.
Company Assets
You are responsible for safeguarding and preserving Vertiv’s property and resources by doing the following:
• using computers and other Vertiv property solely for company purposes and consistent with company
policies;
• keeping Vertiv resources protected while in use and while being stored;
• not storing confidential or sensitive data on unauthorized personal devices;
• not installing unauthorized or unlicensed software on Vertiv computers or other information technology
devices;
• notifying your manager, the Vertiv information technology department (the Vertiv Digital Solutions
Group), or security department, as appropriate, when company property is lost, stolen, or otherwise
compromised; and
• notifying your manager, the Vertiv Digital Solutions Group, or security department, as appropriate, of
any known or suspected criminal activity or threats against the company’s personnel or property.
2018 VERTIV CODE OF ETHICS | 20
Vertiv provides its email system for business
purposes, not personal matters. Email is made
available to employees for business communication
and using it for personal purposes, even for limited
ones, is not allowed.
Always keep in mind that email is a business
record. You should never send an email that would
embarrass you or the company if it became public.
You should never argue or express anger via email;
resolve issues in person or over the phone.
Further, if you are involved in a legal dispute or
become aware of a potential legal dispute, contact
the Vertiv legal department for guidance before
sending an email message regarding the matter,
either within the company or outside the company.
Information Technology Security
As is the case with many other large companies,
various criminal groups and even government-
sponsored intelligence agencies attempt to break
into Vertiv's information technology system
thousands of times each day. Often these attacks
come in the form of “phishing” email attempts. As a
Vertiv employee, you have a responsibility to use
great care when opening email, clicking on links or
documents within emails, and providing information
in response to emails. Always analyze the sender’s
full email address and evaluate the wording and
overall look of the email. Do not click on links in
suspicious emails and send any suspicious emails,
as an attachment, to the Vertiv Digital Solutions
Group at [email protected].
Vertiv employees are required to formally review
and accept security responsibilities annually by
attending the online information security awareness
and training course ‘Global Information Security:
Safeguarding Company Information’.
Intellectual Property
Vertiv protects its intellectual property through
patents, copyrights, trade secrets, and
confidentiality agreements. You may not take, give
away, or disclose Vertiv's intellectual property
without authorization. Likewise, you should never
take or use another person’s or company’s
intellectual property in violation of the law or
contractual protections. Vertiv will not permit theft
of its intellectual property and will not knowingly use
the intellectual property of another in violation of
law.
Data Privacy
Many countries in which Vertiv operates have
specific data protection laws regarding the
processing of personal data of data subjects.
Vertiv is strongly committed to complying with these
laws. Accordingly, it is Vertiv’s general policy that
personal information and data pertaining to data
subjects that is collected, stored, transmitted, or
processed is protected from accidental or unlawful
destruction, loss, alteration, unauthorized
disclosure or access. Personal data are used
solely for legitimate purposes, and handled
consistent with law.
Speaking on Behalf of Vertiv
As part of our ongoing effort to strengthen and
protect Vertiv’s good reputation, it is critical for our
company to communicate clearly and consistently
with the public. Therefore, only certain trained
people are authorized to speak on behalf of Vertiv.
If, as part of your job, you use social media to
speak on behalf of Vertiv, you must receive social
media training and contact the Vertiv marketing
department to register new social media sites. For
more details about our policies on the use of social
media, contact the Vertiv marketing department.
2018 VERTIV CODE OF ETHICS | 21
ETHICAL STANDARDS IN GOVERNMENT CONTRACTING
Vertiv is a responsible provider of products and services to the United States and other governments.
Accordingly, no employee shall, in connection with any transaction with the United States or other
governments, engage in conduct in violation of law or regulation or otherwise inconsistent with the standards of
honesty and integrity necessary to achieve that objective. This includes, but is not limited to, providing
scrupulous attention to the areas described below.
Sensitive Information
Government data and information shall not be
solicited or accepted from any source, directly or
indirectly, if there is reason to believe its release is
unauthorized or if its transmission or
receipt would be unlawful. In addition, sensitive,
nonpublic data and information of competitors, such
as bids or trade secrets, shall not be solicited or
accepted from any source, directly or indirectly, if
there is reason to believe its release is
unauthorized or unlawful.
Consultants and Agents
Properly utilized consultants and agents may be
able to assist Vertiv in achieving its legitimate
business objectives. However, we must take steps
to ensure that consultants and agents comply with
relevant laws and regulations, Vertiv policies and
procedures, and the terms of their agreements with
Vertiv, including requirements concerning
procurement information and conflicts of interest.
Agreements with consultants and agents shall
require such compliance by the consultant or agent.
Avoidance of Gifts and Gratuities
You may not, directly or indirectly, give, offer, or
promise anything of value (for example,
entertainment or a gift) to any government officer or
employee in a position to influence any government
decision with respect to Vertiv or its activities
except in compliance with applicable law and of
nominal value expressly authorized by company
policy and the Vertiv legal department.
Contract Performance Requirements
Government contracts are to be entered into and
performed in good faith. Vertiv products and
services shall meet or exceed contractual
specifications. You may not provide the
government something different than what is
specified or fail to adhere to testing requirements
unless prior governmental approval is obtained in
writing.
Charging of Costs to Government
Contracts
Contracts with governments are often priced and/or
compensated, in one manner or another, on the
basis of costs. In such an
My friend is retiring from her employment with the
government. May I discuss an available Vertiv
employment opportunity with her?
To avoid legal risks, contact the Vertiv human
resources department or legal department before
engaging in any employment-related discussion with
a current or former government employee.
May I offer any type of gift, hospitality, or
entertainment to a government employee?
Do not offer any gift, hospitality, or entertainment to
any government employee without first confirming
with the Vertiv legal department that such activity is
lawful.
FAQs ?
2018 VERTIV CODE OF ETHICS | 22
instance, only costs that are allowable and
allocable to a contract under law and regulation
may be billed to the government. Accuracy and
consistency are required in the accumulation and
allocation of such costs.
It is each employee’s responsibility to charge time
and other costs to the best of her or his knowledge
and belief. Incorrect charging is a serious matter
that is strictly prohibited and will result in
investigation and possible disciplinary action
consistent with local rules and laws, including
termination of employment.
Contract Negotiation
In the negotiation of most United States and foreign
government contracts, subcontracts, and
modifications, cost and pricing data must be
submitted to the government before agreement on
price, and the contract must certify that data are
current, accurate, and complete. It is Vertiv’s policy
to disclose all cost and pricing data that a
reasonable buyer or seller would believe might
significantly affect the price of a government
contract or subcontract. Each Vertiv employee
bears individual responsibility to deal with the
government fairly and to comply with disclosure
requirements when proposing and negotiating
government contracts and subcontracts.
Classified Documents
Pursuant to applicable laws and regulations, strict
restrictions are imposed on the acceptance,
protection, and control of classified government
documents (confidential, secret, or top secret).
Strict compliance with the law and Vertiv asset
management policy is required. You are obligated
to report a breach of security immediately to your
manager or the appropriate level of management
under the circumstances.
Political Payments
No Vertiv funds or other property shall be used to
aid any candidate or nominee for national, state, or
local political office or to aid any political parties or
committees unless permitted by law and approved
in advance by the Vertiv legal department. This
restriction applies to payments for like activities in
countries other than the United States unless
applicable law allows such payments and they are
approved in advance by the Vertiv legal
department. This restriction prohibits direct
contributions and indirect assistance such as the
furnishing of goods, services, or equipment to
candidates, political parties, or committees, as well
as employee expense reimbursement for political
activities. It is permissible to participate in the
political process and make personal contributions
on your own behalf (and not reimbursed by Vertiv)
in accordance with applicable law.
Employment of Current and Former
Government Employees
In the United States, federal, state, and local laws
and regulations establish requirements and
restrictions on present and former government
employees. An employee who formerly worked for
the government, or who serves as a special
government employee or a reservist on active duty,
shall strictly comply with these rules. It is Vertiv
policy that discussions of possible future
employment may not be held with a current United
States government employee in violation of law.
Vertiv will strictly comply with similar laws and
restrictions in other jurisdictions.
Other Requirements
Applicable law and regulations and the terms of
government contracts may impose requirements for
compliance with administrative and socio-economic
programs, record keeping, and record retention. In
many instances, certifications of compliance with a
particular program may be required. You must
comply with such government contracting
requirements and execute certificates only in good
faith after diligent inquiry into underlying facts.
Further, you must take care to ensure that all
statements, communications, and representations
to government representatives are current,
accurate, and complete to the best of your
knowledge and belief.
2018 VERTIV CODE OF ETHICS | 23
COMPANY RESPONSIBILITIES
It is Vertiv’s responsibility to:
• provide all employees with clear guidelines on matters of everyday business conduct;
• implement this Code of Ethics company-wide;
• distribute this Code of Ethics to all employees, officers, and directors;
• ensure through communication and training programs that all employees are aware of and understand
this Code of Ethics;
• provide continuing counsel on company policies and procedures to all employees;
• enforce compliance with this Code of Ethics;
• assure there will be no retaliation for good faith reporting of an alleged violation of this Code of Ethics or
company policies or procedures; and
• require all supervisors and managers to implement and comply with this Code of Ethics.
YOUR RESPONSIBILITIES
Vertiv does business through its employees. We need your help to comply with applicable law and the rules
and principles outlined in this Code of Ethics in every situation. In a company our size, issues and questions
will arise from time to time. When you see an issue or have a question or concern, please seek assistance.
The most important thing is that issues are identified and communicated so that appropriate action may be
taken in a timely manner. Vertiv can only do this with your help.
Subject to local law and applicable employment contracts, Vertiv requires employees, particularly employees in
management positions, to help prevent or stop violations by others. Vertiv expects you to alert the appropriate
level of management of any violations of the law or this Code of Ethics -- anonymously, if you wish. Failing to
do so can result in disciplinary action. Further, failing to help stop inappropriate conduct puts Vertiv at great
risk and can impact the success of the company and, potentially, the success of the business unit upon which
your livelihood depends. We can only protect Vertiv through the actions of our employees. Please help.
RESPONSIBILITIES OF MANAGEMENT
Management at all levels of Vertiv must effectively communicate our expectations of employees, set a good
example by following this Code of Ethics, and immediately notify the appropriate person when an issue or
potential issue is identified. Local law and employment contracts may affect this obligation in some locations,
but otherwise any member of management who is aware of a violation of this Code of Ethics and does not help
correct the problem is in violation of Vertiv’s ethics and compliance program.
2018 VERTIV CODE OF ETHICS | 24
HOW TO OBTAIN ASSISTANCE OR REPORT A CONCERN
If you have a question or concern you may choose any of the following channels of communication:
• your manager or supervisor
• the Vertiv ethics contact or officer for your business unit
• a Vertiv human resources professional
• a Vertiv attorney
• Andrew Cole, the Vertiv Chief Ethics Officer
• the Vertiv global ethics hotline
Your immediate manager or supervisor should be the primary resource in most instances. The next step
should be to seek the advice of a manager in your department’s chain of command or the Vertiv ethics contact
or officer for your business unit. You should feel comfortable contacting corporate resources including human
resources professionals, Vertiv attorneys, or the Vertiv Chief Ethics Officer if further assistance is required.
Finally, the Vertiv global ethics hotline is available to report ethics concerns or violations or to report concerns
regarding potential accounting or financial irregularities.
Whatever the concern, there is an appropriate resource available to you. Vertiv is committed to providing
avenues through which issues may be raised, reviewed, and, in every possible instance, resolved.
No Retaliation
There shall be no retaliation or harassment of employees who report possible violations or other concerns.
Any employee who engages in such retaliation or harassment will be subject to serious disciplinary action,
including possible termination of employment.
You may file a report with the Vertiv global ethics hotline at:
http://www.VertivCo.EthicsPoint.com
Alternatively, you may call the Vertiv global ethics hotline at:
+1-855-874-1654 (free if dialing from the USA)
Local hotline numbers may be obtained from the Vertiv human resources department.
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WHAT TO EXPECT WHEN YOU ASK A QUESTION OR REPORT
A CONCERN
Most of the issues raised through the ethics and compliance program are employee relations issues which are
referred back to the most appropriate person for investigation. This is often the local human resources
organization. You can receive a quicker response to any employee relations concerns if you communicate
directly with your local management team or business unit.
When Vertiv senior leadership becomes aware of a potential ethics or compliance issue, the issue is assigned
to the most appropriate person or function to investigate. Depending on the situation, that may be the human
resources, legal, finance, environmental, or other Vertiv department. In some cases, we may use an external
investigator.
Investigations go much more smoothly when the person who reported the potential issue shares detailed
information and establishes two-way communication with the investigator. It is possible to remain anonymous,
although from the investigator’s point of view it is better to know who is sharing the concern because it
improves communication and can provide more credibility to the allegation. Sometimes, anonymous
allegations are made that turn out to be baseless.
Vertiv understands that some allegations cannot be proven, or may simply not be true. It is the company’s
policy not to retaliate against employees because they have shared concerns or made allegations through the
ethics program. Employees who do retaliate against an employee for reporting a concern are themselves
violating this Code of Ethics and, subject to local law, policies, and rules, may be disciplined, up to and
including termination of employment. We have this policy in place so that people won’t hesitate to share
concerns for fear of retaliation.
While Vertiv will not take action against an employee for reporting an ethics concern -- even if it turns out to be
false -- local law may subject an accuser to legal liability for making false or malicious allegations. Making an
allegation through the ethics program does not shield an employee from disciplinary actions that would
otherwise be applied under applicable policies and work rules.
When possible, at the end of an investigation, Vertiv will give feedback to the employee who reported a
concern. This is not possible with anonymous allegations. In addition, the detail we can share as to the
outcome of an investigation may be limited due to legal or confidentiality concerns. Nonetheless, any person
who reports an issue should feel confident that Vertiv will investigate all credible concerns and take appropriate
action to address identified issues.
COOPERATION WITH INVESTIGATIONS
Cooperation with investigations of possible violations of applicable laws and rules of conduct -- including those
outlined in this Code of Ethics and those provided by local work rules and company policies -- is mandatory.
Failure to cooperate in an investigation, bullying, or coercing internal or external auditors or investigators, or
attempting to mislead investigators, is a serious disciplinary offence. Subject to local law and applicable
employment contracts or agreements or consultation obligations, it may result in termination of employment
and civil or criminal prosecution.
2018 VERTIV CODE OF ETHICS | 26
ACKNOWLEDGEMENT
I have carefully read this Code of Ethics. I understand and agree to comply with its purpose and provisions.
Please complete and return this acknowledgement to the Vertiv human resources department to be included in
your personnel file.
_______________________________________ _______________________________
Signature of Employee Employee Number
________________________________________ ________________________________
Type or Printed Name of Employee Date
Name and Address of Business Unit: _______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________